Magnite Announces Pricing of $350 Million Convertible Notes Offering

Magnite (Nasdaq: MGNI) today announced the pricing of $350 million aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Act. Magnite also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $50 million aggregate principal amount of notes. The sale of the notes to the initial purchasers is expected to settle on March 18, 2021, subject to customary closing conditions, and is expected to result in approximately $340 million in net proceeds to Magnite after deducting the initial purchasers’ discount and estimated offering expenses payable by Magnite (assuming no exercise of the initial purchasers’ option to purchase additional notes). After giving effect to the cap price established in the capped call transactions described in more detail below entered into by Magnite concurrently with the pricing of the notes, the initial effective conversion price on the notes of $91.26 per share of Magnite common stock will represent a premium of approximately 100% over the last reported sale price of Magnite common stock of $45.63 per share on Nasdaq on March 15, 2021.

The notes will be senior, unsecured obligations of Magnite, and interest will be payable semi-annually in arrears. The notes will be convertible into cash, shares of Magnite’s common stock (“common stock”), or a combination thereof, at Magnite’s election. The notes will bear interest at a rate of 0.25% per year. Interest will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The notes will mature on March 15, 2026, unless earlier redeemed, repurchased or converted. Magnite may not redeem the notes prior to May 20, 2024. Magnite may redeem for cash all or any portion of the notes, at its option, on or after March 20, 2024, if the last reported sale price of Magnite’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Magnite provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which Magnite provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Magnite is not required to redeem or retire the notes periodically.